Business Context and Reporting Period
This Form 6-K filing by Vodafone Group Public Limited Company, dated September 23, 2025, reports the early results of a cash tender offer for its outstanding U.S. $500,000,000 5.25% Capital Securities Due 2081. The filing also confirms the satisfaction of the "New Financing Condition" required for the offer following the successful closing of a new debt issuance on September 12, 2025.
Key Financial Metrics and Transaction Details
- Target Securities: U.S. $500,000,000 aggregate principal amount of 5.25% Capital Securities Due 2081 (current coupon 3.25%).
- Early Tender Results: U.S. $350,792,000 in principal amount was validly tendered and accepted by the Early Tender Deadline (September 22, 2025).
- Remaining Principal: U.S. $149,208,000 remains available for tender until the Expiration Deadline.
- Consideration Paid:
- Early Tender Total Consideration: 98.90% of principal (U.S. $989.00 per U.S. $1,000).
- Early Tender Premium: 3.00% of principal (U.S. $30.00 per U.S. $1,000), included in the total consideration.
- Standard Tender Consideration: 95.90% of principal (U.S. $959.00 per U.S. $1,000) for tenders after the early deadline.
- Funding Source: Proceeds from the issuance of €1.4 billion in new subordinated notes (€700 million 4.125% and €700 million 4.625% due 2055) plus existing cash balances.
- Settlement Date: Expected September 24, 2025, for early tenders.
Material Changes and Transaction Status
The filing confirms that the New Financing Condition for the tender offer has been satisfied. Vodafone successfully closed the offering of €1.4 billion in new fixed-rate reset ordinary subordinated notes on September 12, 2025. This issuance provides the necessary liquidity to fund the repurchase of the 2081 Capital Securities. The withdrawal deadline for the tender offer has passed, and notes tendered prior to the early deadline can no longer be withdrawn.
Outlook, Risks, and Contingencies
- Expiration Deadline: Noteholders have until 5:00 p.m. New York City time on October 7, 2025, to tender notes. Tenders submitted after the early deadline will not receive the 3.00% early tender premium.
- Forward-Looking Statements: The announcement contains forward-looking statements regarding the settlement and funding of the offer, which are subject to risks and uncertainties that could cause actual results to differ materially.
- Regulatory Restrictions: The offer is subject to various jurisdictional restrictions (e.g., Italy, UK, France, Belgium) and is not being offered in the United States. The new notes issued to fund the offer are also not registered under the U.S. Securities Act of 1933.
Key Facts for Investor Verification
- Verify the final settlement of the €1.4 billion new note issuance and its impact on Vodafone's overall debt maturity profile.
- Confirm the final aggregate amount tendered by the October 7, 2025, expiration deadline to assess the total reduction in the 2081 Capital Securities outstanding.
- Review the specific terms of the new 2055 subordinated notes to understand the reset mechanisms and coupon rates compared to the retired 2081 securities.
- Monitor the cash flow impact of the settlement on September 24, 2025, and subsequent interest savings on the retired portion of the 2081 notes.